FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

     (X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
                              EXCHANGE ACT of 1934

                  For the quarterly period ended June 30, 2003
   --------------------------------------------------------------------------

                                       OR

             ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d)
                     OF THE SECURITIES EXCHANGE ACT of 1934

For the transition period from ___________________ to ________________________


                             Commission file number
                                     0-21558
                     ---------------------------------------


                            CNL Income Fund XII, Ltd.
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


       Florida                                               59-3078856
------------------------------------             -------------------------------
(State or other jurisdiction of                           (I.R.S. Employer
incorporation or organization)                           Identification No.)


   450 South Orange Avenue
   Orlando, Florida                                              32801
-------------------------------------            -------------------------------
   (Address of principal executive offices)                  (Zip Code)


Registrant's telephone number
(including area code)                                    (407) 540-2000
                                                 -------------------------------


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by  Sections  13 or 15(d)  of the  Securities  Exchange  Act of 1934
during the preceding 12 months (or for such shorter  period that the  registrant
was  required  to file such  reports),  and (2) has been  subject to such filing
requirements for the past 90 days. Yes X No ____ ---------

Indicate  by check mark  whether  the  registrant  is an  accelerated  filer (as
defined in Rule 12b-2 of the Exchange Act):Yes___ No X


<PAGE>


                                    CONTENTS





Part I                                                                   Page
                                                                         ----

   Item 1.    Financial Statements:

                  Condensed Balance Sheets                                1

                  Condensed Statements of Income                          2

                  Condensed Statements of Partners' Capital               3

                  Condensed Statements of Cash Flows                      4

                  Notes to Condensed Financial Statements                 5

   Item 2.    Management's Discussion and Analysis of Financial
                  Condition and Results of Operations                     6-7

   Item 3.    Quantitative and Qualitative Disclosures About
                  Market Risk                                             8

   Item 4.    Controls and Procedures                                     8

Part II

   Other Information                                                      9-10


<PAGE>



                            CNL INCOME FUND XII, LTD.
                         (A Florida Limited Partnership)
                            CONDENSED BALANCE SHEETS

<TABLE>

                                                                             June 30,               December 31,
                                                                               2003                     2002
                                                                         ------------------      -------------------
<S>     <C>    <C>    <C>    <C>    <C>    <C>

                             ASSETS

Real estate properties with operating leases, net                            $  23,435,714            $  22,884,036
Net investment in direct financing leases                                        7,056,074                7,958,519
Investment in joint ventures                                                     4,396,570                4,434,559
Cash and cash equivalents                                                        1,133,886                1,263,592
Certificates of deposit                                                            548,268                  541,162
Receivables, less allowance for doubtful accounts
    of $104,495 and $49,248, respectively                                           11,787                      460
Accrued rental income, less allowance for doubtful
    accounts of $9,061 in 2003 and 2002                                          2,693,978                2,675,582
Other assets                                                                        66,597                   69,794
                                                                         ------------------      -------------------
                                                                             $  39,342,874            $  39,827,704
                                                                         ==================      ===================

               LIABILITIES AND PARTNERS' CAPITAL

Accounts payable                                                              $     23,521              $     7,127
Real estate taxes payable                                                           28,352                   18,488
Distributions payable                                                              956,252                1,068,752
Due to related parties                                                              19,766                   20,984
Rents paid in advance and deposits                                                 140,970                  224,979
                                                                         ------------------      -------------------
    Total liabilities                                                            1,168,861                1,340,330

Partners' capital                                                               38,174,013               38,487,374
                                                                         ------------------      -------------------
                                                                             $  39,342,874            $  39,827,704
                                                                         ==================      ===================

</TABLE>


           See accompanying notes to condensed financial statements.



<PAGE>


                            CNL INCOME FUND XII, LTD.
                         (A Florida Limited Partnership)
                         CONDENSED STATEMENTS OF INCOME

<TABLE>

                                                            Quarter Ended                    Six Months Ended
                                                              June 30,                           June 30,
                                                       2003             2002              2003             2002
                                                   -------------   ----------------   --------------  ----------------
<S>     <C>    <C>    <C>    <C>    <C>    <C>

Revenues:
    Rental income from operating leases               $ 728,890        $   674,787      $ 1,448,686       $ 1,358,504
    Earned income from direct financing leases          200,418            236,757          410,169           460,412
    Contingent rental income                             10,858              7,896           16,022            14,214
    Interest and other income                             7,263             10,503           15,177            14,124
                                                   -------------   ----------------   --------------  ----------------
                                                        947,429            929,943        1,890,054         1,847,254
                                                   -------------   ----------------   --------------  ----------------
Expenses:
    General operating and administrative                 67,808             77,724          153,733           167,466
    Property related                                      6,318             11,199           23,960            18,018
    Management fees to related parties                   11,220             11,473           22,028            21,899
    State and other taxes                                    --                446           42,995            49,763
    Depreciation and amortization                       127,721            110,394          252,131           218,786
                                                   -------------   ----------------   --------------  ----------------
                                                        213,067            211,236          494,847           475,932
                                                   -------------   ----------------   --------------  ----------------
Income Before Equity in Earnings of Joint
    Ventures                                            734,362            718,707        1,395,207         1,371,322

Equity in Earnings of Joint Ventures                    101,662            104,279          203,936           206,215
                                                 ---------------  ----------------   --------------  ----------------

Income from Continuing Operations                       836,024            822,986        1,599,143         1,577,537
                                                   -------------   ----------------   --------------  ----------------
Discontinued Operations:
    Income from discontinued operations                      --             19,828               --            56,869
    Gain on disposal of discontinued operations              --            334,000               --           334,000
                                                   -------------   ----------------   --------------  ----------------
                                                             --            353,828               --           390,869
                                                   -------------   ----------------   --------------  ----------------

Net Income                                            $ 836,024       $  1,176,814      $ 1,599,143       $ 1,968,406
                                                   =============   ================   ==============  ================
Income Per Limited Partner Unit
    Continuing operations                              $   0.19         $     0.18        $    0.36         $    0.35
    Discontinued operations                                  --               0.08               --              0.09
                                                   -------------   ----------------   --------------  ----------------
                                                       $   0.19         $     0.26        $    0.36         $    0.44
                                                   =============   ================   ==============  ================
Weighted Average Number of Limited
    Partner Units Outstanding                         4,500,000          4,500,000        4,500,000         4,500,000
                                                   =============   ================   ==============  ================


</TABLE>

           See accompanying notes to condensed financial statements.


<PAGE>


                            CNL INCOME FUND XII, LTD.
                         (A Florida Limited Partnership)
                    CONDENSED STATEMENTS OF PARTNERS' CAPITAL

<TABLE>

                                                                           Six Months Ended          Year Ended
                                                                               June 30,             December 31,
                                                                                 2003                   2002
                                                                          --------------------    ------------------
<S>     <C>    <C>    <C>    <C>    <C>    <C>

General partners:
    Beginning balance                                                           $     259,109          $    259,109
    Net income                                                                             --                    --
                                                                          --------------------    ------------------
                                                                                      259,109               259,109
                                                                          --------------------    ------------------
Limited partners:
    Beginning balance                                                              38,228,265            38,390,217
    Net income                                                                      1,599,143             3,775,556
    Distributions ($0.43 and $0.88 per
       limited partner unit, respectively)                                         (1,912,504 )          (3,937,508 )
                                                                          --------------------    ------------------
                                                                                   37,914,904            38,228,265
                                                                          --------------------    ------------------
Total partners' capital                                                        $   38,174,013         $  38,487,374
                                                                          ====================    ==================

</TABLE>

           See accompanying notes to condensed financial statements.

<PAGE>


                            CNL INCOME FUND XII, LTD.
                         (A Florida Limited Partnership)
                       CONDENSED STATEMENTS OF CASH FLOWS


<TABLE>

                                                                                   Six Months Ended
                                                                                       June 30,
                                                                               2003                  2002
                                                                          ----------------     ---------------
<S>     <C>    <C>    <C>    <C>    <C>    <C>

Increase (Decrease) in Cash and Cash Equivalents

    Net Cash Provided by Operating Activities                                $  1,895,298        $  1,815,495
                                                                          ----------------     ---------------
    Cash Flows from Investing Activities:
       Additions to real estate properties with
          operating leases                                                             --          (1,287,713 )
       Proceeds from sale of assets                                                    --           1,248,203
                                                                          ----------------     ---------------
              Net cash used in investing activities                                    --             (39,510 )
                                                                          ----------------     ---------------
    Cash Flows from Financing Activities:
       Distributions to limited partners                                       (2,025,004 )        (1,912,504 )
                                                                          ----------------     ---------------
              Net cash used in financing activities                            (2,025,004 )        (1,912,504 )
                                                                          ----------------     ---------------

Net Decrease in Cash and Cash Equivalents                                        (129,706 )          (136,519 )

Cash and Cash Equivalents at Beginning of Period                                1,263,592           1,281,855
                                                                          ----------------     ---------------
Cash and Cash Equivalents at End of Period                                   $  1,133,886        $  1,145,336
                                                                          ================     ===============
Supplemental Schedule of Non-Cash Financing
    Activities:

       Distributions declared and unpaid at end of
          period                                                              $   956,252         $   956,252
                                                                          ================     ===============

</TABLE>

           See accompanying notes to condensed financial statements.

<PAGE>



                            CNL INCOME FUND XII, LTD.
                         (A Florida Limited Partnership)
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
              Quarters and Six Months Ended June 30, 2003 and 2002


1.   Basis of Presentation:

     The  accompanying   unaudited  condensed  financial  statements  have  been
     prepared  in  accordance  with  the  instructions  to Form  10-Q and do not
     include all of the information and note  disclosures  required by generally
     accepted  accounting  principles.  The  financial  statements  reflect  all
     adjustments,  consisting of normal recurring adjustments, which are, in the
     opinion of the general  partners,  necessary  for a fair  statement  of the
     results  for the  interim  periods  presented.  Operating  results  for the
     quarter and six months ended June 30, 2003,  may not be  indicative  of the
     results that may be expected for the year ending December 31, 2003. Amounts
     as of December 31, 2002,  included in the financial  statements,  have been
     derived from audited financial statements as of that date.

     These unaudited financial statements should be read in conjunction with the
     financial  statements and notes thereto included in Form 10-K of CNL Income
     Fund XII, Ltd. (the "Partnership") for the year ended December 31, 2002.

     In  January  2003,  FASB  issued  FASB  Interpretation  No. 46 ("FIN  46"),
     "Consolidation of Variable Interest Entities" to expand upon and strengthen
     existing  accounting  guidance that addresses when a company should include
     the assets,  liabilities  and activities of another entity in its financial
     statements.  To improve  financial  reporting  by companies  involved  with
     variable interest  entities (more commonly  referred to as  special-purpose
     entities or off-balance sheet structures),  FIN 46 requires that a variable
     interest  entity be consolidated by a company if that company is subject to
     a majority risk of loss from the variable interest  entity's  activities or
     entitled to receive a majority of the  entity's  residual  returns or both.
     Prior  to FIN 46,  a  company  generally  included  another  entity  in its
     consolidated  financial statements only if it controlled the entity through
     voting  interests.   The   consolidation   requirements  of  FIN  46  apply
     immediately to variable  interest  entities created after January 31, 2003,
     and to older entities, in the first fiscal year or interim period beginning
     after June 15, 2003. The general partners believe adoption of this standard
     may result in either  consolidation or additional  disclosure  requirements
     with respect to the Partnership's  unconsolidated joint ventures, which are
     currently   accounted   for  under  the  equity   method.   However,   such
     consolidation  is not expected to  significantly  impact the  Partnership's
     results of operations.

2.   Reclassification:

     Certain  items  in  the  prior  year's   financial   statements  have  been
     reclassified to conform to 2003 presentation.  These  reclassifications had
     no effect on total partners' capital or net income.



<PAGE>


ITEM 2.  MANAGEMENT'S  DISCUSSION  AND ANALYSIS OF FINANCIAL  CONDITION  AND
         RESULTS OF OPERATIONS

         CNL Income Fund XII,  Ltd.  (the  "Partnership")  is a Florida  limited
partnership  that was organized on August 20, 1991, to acquire for cash,  either
directly or through joint venture and tenancy in common arrangements, both newly
constructed  and  existing  restaurants,   as  well  as  Properties  upon  which
restaurants  were  to  be  constructed  (the  "Properties"),  which  are  leased
primarily  to operators of national  and  regional  fast-food  and  family-style
restaurant chains. The leases are generally  triple-net leases, with the lessees
responsible  for all repairs and  maintenance,  property  taxes,  insurance  and
utilities.  As of June 30, 2003 and 2002,  the  Partnership  owned 41 Properties
directly and owned seven Properties  indirectly through joint venture or tenancy
in common arrangements.

Capital Resources

         For the six months  ended June 30, 2003 and 2002,  cash from  operating
activities was $1,895,298 and  $1,815,495,  respectively.  At June 30, 2003, the
Partnership  had  $1,133,886  in cash  and  cash  equivalents,  as  compared  to
$1,263,592  at December  31, 2002.  At June 30,  2003,  these funds were held in
demand  deposit  accounts at  commercial  banks.  The  decrease in cash and cash
equivalents at June 30, 2003 was primarily the result of the Partnership  making
a special  distribution  to the limited  partners in 2003,  which was accrued at
December 31, 2002,  of $112,500 of cumulative  excess  operating  reserves.  The
funds  remaining  at June 30, 2003 will be used to pay  distributions  and other
liabilities of the Partnership.

Short-Term Liquidity

         The Partnership's  investment strategy of acquiring Properties for cash
and  leasing  them  under  triple-net  leases to  operators  who meet  specified
financial standards minimizes the Partnership's  operating expenses. The general
partners  believe that the leases will  continue to generate cash flow in excess
of operating expenses.

         The Partnership's  short-term liquidity  requirements consist primarily
of the operating expenses of the Partnership.

         The general  partners have the right,  but not the obligation,  to make
additional capital  contributions if they deem it appropriate in connection with
the operations of the Partnership.

         The Partnership  generally  distributes cash from operations  remaining
after the payment of operating  expenses of the Partnership,  to the extent that
the general partners determine that funds are available for distribution.  Based
on current and future anticipated cash from operations the Partnership  declared
distributions  to the limited  partners of $1,912,504 for each of the six months
ended  June 30,  2003 and 2002  ($956,252  for each  applicable  quarter.)  This
represents  distributions for each of the six months of $0.43 per unit ($0.21per
unit for each applicable  quarter).  No  distributions  were made to the general
partners  for the  quarters  and six  months  ended June 30,  2003 and 2002.  No
amounts  distributed  to the limited  partners for the six months ended June 30,
2003 and 2002 are  required to be or have been treated by the  Partnership  as a
return of capital for purposes of calculating  the limited  partners'  return on
their adjusted  capital  contributions.  The Partnership  intends to continue to
make distributions of cash available for distribution to the limited partners on
a quarterly basis.

         Total liabilities,  including distributions payable, were $1,168,861 at
June 30, 2003, as compared to  $1,340,330 at December 31, 2002.  The decrease in
liabilities was primarily the result of the payment of a special distribution to
the limited partners during the six months ended June 30, 2003, that was accrued
at  December  31,  2002.  The  special   distribution  of  $112,500  represented
cumulative excess operating reserves. The decrease in liabilities during the six
months  ended June 30,  2003 was also due to a decrease in rents paid in advance
and  deposits.  The  decrease  was  partially  offset by an increase in accounts
payable and real estate taxes  payable.  Total  liabilities at June 30, 2003, to
the extent they exceed cash and cash  equivalents at June 30, 2003, will be paid
from future cash from operations, and in the event the general partners elect to
make additional contributions, from general partners' contributions.


<PAGE>


Long-Term Liquidity

         The  Partnership  has no long-term  debt or other  long-term  liquidity
requirements.

Results of Operations

         Total rental revenues were $1,858,855  during the six months ended June
30, 2003, as compared to $1,818,916 during the same period of 2002, $929,308 and
$911,544  of which  were  earned  during  the  second  quarter of 2003 and 2002,
respectively.  Rental revenues increased during the quarter and six months ended
June 30, 2003 because the Partnership acquired a Property in San Antonio,  Texas
in June 2002 and a Property in Clive,  Iowa in September  2002.  The increase in
rental  revenues  during 2003 was partially  offset because  Castles in the Sky,
LLC, a tenant of the Partnership,  experienced financial difficulties and ceased
making rental  payments to the  Partnership  in October  2002. As a result,  the
Partnership  stopped  recording rental revenue relating to this Property located
in Tempe,  Arizona.  The lost  revenues  from this Property will have an adverse
effect on the results of operations of the Partnership if the Partnership is not
able to sell or re-lease the Property in a timely  manner.  The  Partnership  is
currently seeking a replacement tenant or purchaser for the Property.

         The Partnership also earned $203,936  attributable to net income earned
by joint  ventures  during the six months  ended June 30,  2003,  as compared to
$206,215  during the same period of 2002,  $101,662  and  $104,279 of which were
earned  during the  quarters  ended June 30,  2003 and 2002,  respectively.  Net
income  earned by joint  ventures  during the six months ended June 30, 2003, as
compared to the same period of 2002, remained constant as there was no change in
the leased  Property  portfolio  owned by the joint  ventures  and  tenancies in
common.

         Operating expenses,  including  depreciation and amortization  expense,
were $494,847 during the six months ended June 30, 2003, as compared to $475,932
during the same period of 2002,  $213,067  and  $211,236 of which were  incurred
during the quarters ended June 30, 2003 and 2002, respectively.  The increase in
operating  expenses  during the quarter  and six months  ended June 30, 2003 was
primarily attributable to an increase in depreciation expense as a result of the
acquisition  of the  Properties  in San  Antonio,  Texas  and  Clive,  Iowa,  as
described  above.  In  addition,   operating   expenses  increased  because  the
Partnership  incurred property related expenses such as legal fees,  repairs and
maintenance and real estate taxes for the Property in Tempe, Arizona. The tenant
of the Property  experienced  financial  difficulties  and ceased  making rental
payments to the Partnership in October 2002. The Partnership expects to continue
to incur operating  expenses relating to the Property until the Property is sold
or re-leased.  The  Partnership  is currently  seeking a  replacement  tenant or
purchaser for the Property.  The increase in operating  expenses during 2003 was
partially offset by a decrease in the costs incurred for administrative expenses
for servicing the Partnership and its Properties.

         During the year ended December 31, 2002, the Partnership identified and
sold two  Properties  that were  classified  as  Discontinued  Operations in the
accompanying financial statements.  The Partnership recognized net rental income
from discontinued operations (rental revenues less property related expenses) of
$19,828 and  $56,869  during the  quarter  and six months  ended June 30,  2002,
respectively,  relating to these Properties. In April 2002, the Partnership sold
its Property in Arlington, Texas resulting in a gain on disposal of discontinued
operations of $334,000.  The Partnership sold the Property in Valdosta,  Georgia
in August 2002.

         In January  2003,  FASB issued FASB  Interpretation  No. 46 ("FIN 46"),
"Consolidation  of Variable  Interest  Entities"  to expand upon and  strengthen
existing  accounting  guidance that  addresses when a company should include the
assets,   liabilities   and  activities  of  another  entity  in  its  financial
statements.  To improve financial  reporting by companies involved with variable
interest  entities (more  commonly  referred to as  special-purpose  entities or
off-balance sheet  structures),  FIN 46 requires that a variable interest entity
be  consolidated  by a company if that company is subject to a majority  risk of
loss from the variable  interest  entity's  activities  or entitled to receive a
majority of the entity's  residual  returns or both.  Prior to FIN 46, a company
generally included another entity in its consolidated  financial statements only
if  it  controlled  the  entity  through  voting  interests.  The  consolidation
requirements of FIN 46 apply  immediately to variable  interest entities created
after  January 31,  2003,  and to older  entities,  in the first  fiscal year or
interim  period  beginning  after June 15, 2003.  The general  partners  believe
adoption  of this  standard  may result in either  consolidation  or  additional
disclosure  requirements with respect to the Partnership's  unconsolidated joint
ventures,  which are currently  accounted for under the equity method.  However,
such  consolidation  is not expected to significantly  impact the  Partnership's
results of operations.


ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

         Inapplicable.


ITEM 4.  CONTROLS AND PROCEDURES

         The  general  partners  maintain  a  set  of  disclosure  controls  and
procedures  designed to ensure that information  required to be disclosed in the
Partnership's  filings  under the  Securities  Exchange Act of 1934 is recorded,
processed,  summarized  and reported  within the time  periods  specified in the
Securities and Exchange  Commission's  rules and forms. The principal  executive
and  financial  officers of the  corporate  general  partner have  evaluated the
Partnership's  disclosure  controls and  procedures  as of the end of the period
covered  by this  Quarterly  Report on Form 10-Q and have  determined  that such
disclosure controls and procedures are effective.

         There was no change in internal  control over financial  reporting that
occurred during the most recent fiscal quarter that has materially affected,  or
is  reasonably  likely to materially  affect,  internal  control over  financial
reporting.


<PAGE>


                           PART II. OTHER INFORMATION


Item 1.    Legal Proceedings.   Inapplicable.
           ------------------

Item 2.    Changes in Securities.   Inapplicable.
           ----------------------

Item 3.    Default upon Senior Securities.   Inapplicable.
           -------------------------------

Item 4.    Submission of Matters to a Vote of Security Holders.   Inapplicable.
           ----------------------------------------------------

Item 5.    Other Information.   Inapplicable.
           ------------------

Item 6.    Exhibits and Reports on Form 8-K.

           (a)     Exhibits

                   3.1       Affidavit and Certificate of Limited Partnership of
                             CNL Income Fund XII, Ltd.  (Included as Exhibit 3.2
                             to Registration  Statement No.  33-43278-01 on Form
                             S-11 and incorporated herein by reference.)

                   4.1       Affidavit and Certificate of Limited Partnership of
                             CNL Income Fund XII, Ltd.  (Included as Exhibit 3.2
                             to Registration  Statement No.  33-43278-01 on Form
                             S-11 and incorporated herein by reference.)

                   4.2       Amended   and   Restated   Agreement   of   Limited
                             Partnership of CNL Income Fund XII, Ltd.  (Included
                             as  Exhibit   4.2  to  Form  10-K  filed  with  the
                             Securities  and  Exchange  Commission  on April 15,
                             1993, and incorporated herein by reference.)

                   10.1      Management  Agreement  between CNL Income Fund XII,
                             Ltd.  and  CNL  Investment   Company  (Included  as
                             Exhibit 10.1 to Form 10-K filed with the Securities
                             and  Exchange  Commission  on April 15,  1993,  and
                             incorporated herein by reference.)

                   10.2      Assignment   of  Management   Agreement   from  CNL
                             Investment  Company  to CNL Income  Fund  Advisors,
                             Inc.  (Included  as Exhibit 10.2 to Form 10-K filed
                             with the  Securities  and  Exchange  Commission  on
                             March  31,  1995,   and   incorporated   herein  by
                             reference.)

                   10.3      Assignment of Management  Agreement from CNL Income
                             Fund  Advisors,  Inc.  to CNL Fund  Advisors,  Inc.
                             (Included  as Exhibit  10.3 to Form 10-K filed with
                             the Securities and Exchange  Commission on April 1,
                             1996, and incorporated herein by reference.)

                   10.4      Assignment   of  Management   Agreement   from  CNL
                             Advisors,  Inc. to CNL APF Partners,  LP. (Included
                             as  Exhibit  10.4  to  Form  10-Q  filed  with  the
                             Securities  and Exchange  Commission  on August 13,
                             2001, and incorporated herein by reference.)

                   10.5      Assignment  of  Management  Agreement  from CNL APF
                             Partners,   LP  to  CNL  Restaurants   XVIII,  Inc.
                             (Included  as Exhibit  10.5 to Form 10-Q filed with
                             the  Securities  and Exchange  Commission on August
                             13, 2002, and incorporated herein by reference.)


<PAGE>



                   31.1      Certification   of  Chief   Executive   Officer  of
                             Corporate  General Partner  Pursuant to Rule 13a-14
                             as  Adopted   Pursuant   to  Section   302  of  the
                             Sarbanes-Oxley Act of 2002. (Filed herewith.)

                   31.2      Certification   of  Chief   Financial   Officer  of
                             Corporate  General Partner  Pursuant to Rule 13a-14
                             as  Adopted   Pursuant   to  Section   302  of  the
                             Sarbanes-Oxley Act of 2002. (Filed herewith.)

                   32.1      Certification   of  Chief   Executive   Officer  of
                             Corporate  General  Partner  Pursuant  to 18 U.S.C.
                             Section 1350 as Adopted  Pursuant to Section 906 of
                             the Sarbanes-Oxley Act of 2002. (Filed herewith.)

                   32.2      Certification   of  Chief   Financial   Officer  of
                             Corporate  General  Partner  Pursuant  to 18 U.S.C.
                             Section 1350 as Adopted  Pursuant to Section 906 of
                             the Sarbanes-Oxley Act of 2002. (Filed herewith.)

               (b) Reports on Form 8-K

                   No reports on Form 8-K were filed  during the  quarter  ended
                   June 30, 2003.



<PAGE>



                                   SIGNATURES


         Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended,  the  registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.

         DATED this 12th day of August, 2003.


                                              CNL INCOME FUND XII, LTD.

                                              By:  CNL REALTY CORPORATION
                                                   General Partner


                                              By:  /s/ James M. Seneff, Jr.
                                                   -----------------------------
                                                   JAMES M. SENEFF, JR.
                                                   Chief Executive Officer
                                                   (Principal Executive Officer)


                                              By:  /s/ Robert A. Bourne
                                                   -----------------------------
                                                   ROBERT A. BOURNE
                                                   President and Treasurer
                                                   (Principal Financial and
                                                   Accounting Officer)



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                                  EXHIBIT INDEX


Exhibit Number

                (c)  Exhibits

                     3.1     Affidavit and Certificate of Limited Partnership of
                             CNL Income Fund XII, Ltd.  (Included as Exhibit 3.2
                             to Registration  Statement No.  33-43278-01 on Form
                             S-11 and incorporated herein by reference.)

                     4.1     Affidavit and Certificate of Limited Partnership of
                             CNL Income Fund XII, Ltd.  (Included as Exhibit 3.2
                             to Registration  Statement No.  33-43278-01 on Form
                             S-11 and incorporated herein by reference.)

                     4.2     Amended   and   Restated   Agreement   of   Limited
                             Partnership of CNL Income Fund XII, Ltd.  (Included
                             as  Exhibit   4.2  to  Form  10-K  filed  with  the
                             Securities  and  Exchange  Commission  on April 15,
                             1993, and incorporated herein by reference.)

                     10.1    Management  Agreement  between CNL Income Fund XII,
                             Ltd.  and  CNL  Investment   Company  (Included  as
                             Exhibit 10.1 to Form 10-K filed with the Securities
                             and  Exchange  Commission  on April 15,  1993,  and
                             incorporated herein by reference.)

                     10.2    Assignment   of  Management   Agreement   from  CNL
                             Investment  Company  to CNL Income  Fund  Advisors,
                             Inc.  (Included  as Exhibit 10.2 to Form 10-K filed
                             with the  Securities  and  Exchange  Commission  on
                             March  31,  1995,   and   incorporated   herein  by
                             reference.)

                     10.3    Assignment of Management  Agreement from CNL Income
                             Fund  Advisors,  Inc.  to CNL Fund  Advisors,  Inc.
                             (Included  as Exhibit  10.3 to Form 10-K filed with
                             the Securities and Exchange  Commission on April 1,
                             1996, and incorporated herein by reference.)

                     10.4    Assignment   of  Management   Agreement   from  CNL
                             Advisors,  Inc. to CNL APF Partners,  LP. (Included
                             as  Exhibit  10.4  to  Form  10-Q  filed  with  the
                             Securities  and Exchange  Commission  on August 13,
                             2001, and incorporated herein by reference.)

                     10.5    Assignment  of  Management  Agreement  from CNL APF
                             Partners,   LP  to  CNL  Restaurants   XVIII,  Inc.
                             (Included  as Exhibit  10.5 to Form 10-Q filed with
                             the  Securities  and Exchange  Commission on August
                             13, 2002, and incorporated herein by reference.)

                     31.1    Certification   of  Chief   Executive   Officer  of
                             Corporate  General Partner  Pursuant to Rule 13a-14
                             as  Adopted   Pursuant   to  Section   302  of  the
                             Sarbanes-Oxley Act of 2002. (Filed herewith.)

                     31.2    Certification   of  Chief   Financial   Officer  of
                             Corporate  General Partner  Pursuant to Rule 13a-14
                             as  Adopted   Pursuant   to  Section   302  of  the
                             Sarbanes-Oxley Act of 2002. (Filed herewith.)

                     32.1    Certification   of  Chief   Executive   Officer  of
                             Corporate  General  Partner  Pursuant  to 18 U.S.C.
                             Section 1350 as Adopted  Pursuant to Section 906 of
                             the Sarbanes-Oxley Act of 2002. (Filed herewith.)

                     32.2    Certification   of  Chief   Financial   Officer  of
                             Corporate  General  Partner  Pursuant  to 18 U.S.C.
                             Section 1350 as Adopted  Pursuant to Section 906 of
                             the Sarbanes-Oxley Act of 2002. (Filed herewith.)


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                                  EXHIBIT 31.1

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                                  EXHIBIT 31.2

<PAGE>
                                  EXHIBIT 32.1


<PAGE>
                                  EXHIBIT 32.2